Common use of Non-Receipt of Funds by the Administrative Agent Clause in Contracts

Non-Receipt of Funds by the Administrative Agent. Unless the Administrative Agent shall have been notified by a Lender or the Company prior to the date on which a payment is scheduled to be made to the Administrative Agent of (in the case of a Lender) the proceeds of a Borrowing to be made by it hereunder or (in the case of the Company) a payment to the Administrative Agent for account of one or more of the Lenders hereunder (such payment being herein called a "Required Payment"), which notice shall be effective upon receipt, that it does not intend to make the Required Payment to the Administrative Agent, the Administrative Agent may assume that the Required Payment has been made and may, in reliance upon such assumption (but shall not be required to), make the amount thereof available to the intended recipient(s) on such date and, if such Lender or the Company (as the case may be) has not in fact made the Required Payment to the Administrative Agent, the recipient(s) of such payment shall, on demand, repay to the Administrative Agent the amount so made available together with interest thereon in respect of each day during the period commencing on the date such amount was so made available by the Administrative Agent until the date the Administrative Agent recovers such amount at a rate per annum equal to the Base Rate for such day, but in no event to exceed the Highest Lawful Rate.

Non-Receipt of Funds by the Administrative Agent. Unless the Administrative Agent shall have been notified by a Lender or the Company (the “Payor”) prior to the date on which a such Lender is to make payment is scheduled to be made to the Administrative Agent of (in the case of a Lender) the proceeds of a Borrowing Loan to be made by it hereunder or (in the case of the Company) a Borrower is to make a payment to the Administrative Agent for the account of one or more of the Lenders hereunder or Issuing Banks, as the case may be (such payment being herein called a "the “Required Payment"”), which notice shall be effective upon receipt, that it the Payor does not intend to make the Required Payment to the Administrative Agent, the Administrative Agent may assume that the Required Payment has been made and may, in reliance upon such assumption (but shall not be required to), make the amount thereof available to the intended recipient(s) recipient on such date and, if such Lender or the Company (as the case may be) Payor has not in fact made the Required Payment to the Administrative Agent, the recipient(s) recipient of such payment shall, on demand, repay pay to the Administrative Agent the amount so made available to it together with interest thereon in respect of each day during the period commencing on the date such amount was so made available by the Administrative Agent until the date the Administrative Agent recovers such amount at a rate per annum equal to the Base Federal Funds Effective Rate for such dayperiod or, but in no event to exceed the Highest Lawful Ratecase of an amount payable in a currency other than Dollars, the rate determined by the Administrative Agent in its discretion of the appropriate rate for interbank settlements.

Non-Receipt of Funds by the Administrative Agent. (a) Unless the Administrative Agent shall have been notified in writing by a Lender or the Company Borrower, prior to the date on which a any payment is scheduled to be made to the Administrative Agent of (in the case of a Lender) the proceeds of a Borrowing to be made by due from it hereunder or (in the case of the Company) a payment to the Administrative Agent for account of one or more of the Lenders hereunder (such payment being herein called a "Required Payment"), which notice shall be effective upon receipt, ) that it the Borrower does not intend to make the Required Payment to the Administrative Agentsuch payment, the Administrative Agent may assume that the Required Payment Borrower has been made or will make such payment when due, and may, the Administrative Agent may in reliance upon such assumption (but shall not be required to), ) make the amount thereof available to the intended recipient(s) each Lender on such payment date and, if an amount equal to the portion of such assumed payment to which such Lender or is entitled hereunder, and if the Company (as the case may be) Borrower has not in fact made the Required Payment such payment to the Administrative Agent, the recipient(s) of such payment Lender shall, on demand, repay to the Administrative Agent the amount so made available together with to such Lender. If such amount is repaid to the Administrative Agent on a date after the date such amount was made available to such Lender, such Lender shall pay to the Administrative Agent on demand interest thereon on such amount in respect of each day during the period commencing on from the date such amount was so made available by the Administrative Agent until to such Lender to the date such amount is recovered by the Administrative Agent recovers such amount at a rate per annum rate equal to the Base Rate for such day, but in no event to exceed the Highest Lawful Federal Funds Effective Rate. (b) A certificate of the Administrative Agent submitted to the Borrower or any Lender with respect to any amount owing under this Section 2.9 shall be conclusive in the absence of manifest error.

Non-Receipt of Funds by the Administrative Agent. Unless the Administrative Agent shall have been notified by a Lender or the Company Borrower (the “Payor”) prior to the date on which a such Lender is to make payment is scheduled to be made to the Administrative Agent of (in the case of a Lender) the proceeds of a Borrowing Loan to be made by it hereunder or (in the case of the Company) Borrower is to make a payment to the Administrative Agent for the account of one or more of the Lenders hereunder Lenders, as the case may be (such payment being herein called a "the “Required Payment"”), which notice shall be effective upon receipt, that it the Payor does not intend to make the Required Payment to the Administrative Agent, the Administrative Agent may assume that the Required Payment has been made and may, in reliance upon such assumption (but shall not be required to), make the amount thereof available to the intended recipient(s) recipient on such date and, if such Lender or the Company (as the case may be) Payor has not in fact made the Required Payment to the Administrative Agent, the recipient(s) recipient of such payment shall, on demand, repay to the Administrative Agent the amount so made available to it together with interest thereon in respect of each day during the period commencing on the date such amount was so made available by the Administrative Agent until the date the Administrative Agent recovers such amount at a rate per annum equal to (i) when the Base recipient is a Lender, the Federal Funds Rate for such day, but in no event or (ii) when the recipient is the Borrower, the rate of interest applicable to exceed the Highest Lawful Ratesuch Loan.

Non-Receipt of Funds by the Administrative Agent. Unless the Administrative Agent shall have been notified by a Lender or Micro Warehouse (either one as appropriate being the Company "Payor") prior to the date on which a such Lender is to make payment is scheduled to be made hereunder to the Administrative Agent of (in the case of a Lender) the proceeds of a Borrowing Revolving Credit Loan or any Borrower is to be made by it hereunder or (in the case of the Company) a make payment to the Administrative Agent for account of one or more of Agent, as the Lenders hereunder case may be (either such payment being herein called a "Required Payment"), which notice shall be effective upon receipt, that it the Payor does not intend to make the Required Payment to the Administrative Agent, the Administrative Agent may assume that the Required Payment has been made and may, in reliance upon such assumption (but shall not be required to), make the amount thereof available to the intended recipient(s) recipient on such date and, if such Lender or the Company (as the case may be) Payor has not in fact made the Required Payment to the Administrative Agent, the recipient(s) recipient of such payment (and, if such recipient is a Borrower and the Payor Lender fails to pay the amount thereof to the Administrative Agent forthwith upon demand, such Borrower) shall, on demand, repay to the Administrative Agent the amount so made available to it together with interest thereon in respect of each day during for the period commencing on from the date such amount was so made available by the Administrative Agent until the date the Administrative Agent recovers such amount at a rate per annum equal to the Base average daily Federal Funds Rate for such day, but in no event to exceed the Highest Lawful Rateperiod.

Non-Receipt of Funds by the Administrative Agent. Unless the Company, a Borrowing Subsidiary or a Lender, as the case may be, notifies the Administrative Agent shall have been notified by a Lender or the Company prior to the date on which a payment it is scheduled to be made make payment to the Administrative Agent of (i) in the case of a Lender) , the proceeds of a Borrowing to be made by it hereunder Loan or (ii) in the case of the Company) Company or a Borrowing Subsidiary, a payment of principal, interest or fees to the Administrative Agent for the account of one or more of the Lenders hereunder (such payment being herein called a "Required Payment"), which notice shall be effective upon receiptLenders, that it does not intend to make the Required Payment to the Administrative Agentsuch scheduled payment, the Administrative Agent may assume that the Required Payment such scheduled payment has been made and made. The Administrative Agent may, but shall not be obligated to, make the amount of such scheduled payment available to the intended recipient in reliance upon such assumption (but shall not be required to)assumption. If such Lender, make the amount thereof available to the intended recipient(s) on such date and, if such Lender Borrowing Subsidiary or the Company (Company, as the case may be) , has not in fact made the Required Payment such scheduled payment to the Administrative Agent, the recipient(s) recipient of such scheduled payment shall, on demanddemand by the Administrative Agent, repay to the Administrative Agent the amount so made available together with interest thereon in respect of each day during the period commencing on the date such amount was so made available by the Administrative Agent until the date the Administrative Agent recovers such amount at a rate per annum equal to (x) in the Base case of scheduled payment by a Lender, the Federal Funds Effective Rate for such dayday or (y) in the case of scheduled payment by the Company or a Borrowing Subsidiary, but in no event the interest rate applicable to exceed the Highest Lawful Raterelevant Loan.

Non-Receipt of Funds by the Administrative Agent. Unless the Administrative Agent shall have been notified by a Lender Bank or the Company Borrower (the "Payor") prior to the date on which a such Bank is to make payment is scheduled to be made to the Administrative Agent of (in the case of a Lender) the proceeds of a Borrowing Loan to be made by it hereunder or (in the case of the Company) Borrower is to make a payment to the Administrative Agent for the account of one or more of the Lenders hereunder Banks, as the case may be (such payment being herein called a the "Required Payment"), which notice shall be effective upon receipt, that it the Payor does not intend to make the Required Payment to the Administrative Agent, the Administrative Agent may assume that the Required Payment has been made and may, in reliance upon such assumption (but shall not be required to), make the amount thereof available to the intended recipient(s) recipient on such date and, if such Lender or the Company (as the case may be) Payor has not in fact made the Required Payment to the Administrative Agent, the recipient(s) recipient of such payment shall, on demand, repay pay to the Administrative Agent the amount so made available to it together with interest thereon in respect of each day during the period commencing on the date such amount was so made available by the Administrative Agent until the date the Administrative Agent recovers such amount at a rate per annum equal to the Base Federal Funds Rate for such day, but in no event to exceed the Highest Lawful Rateperiod.

Non-Receipt of Funds by the Administrative Agent. Unless the Administrative Agent shall have been notified by a Lender or the Company Borrowers (the "Payor") prior to the date on which a such Lender is to make payment is scheduled to be made to the Administrative Agent of (in the case of a Lender) the proceeds of a Borrowing Loan to be made by it hereunder or (in the case of the Company) Borrowers is to make a payment to the Administrative Agent for the account of one or more of the Lenders hereunder Lenders, as the case may be (such payment being herein called a the "Required Payment"), which notice shall be effective upon receipt, that it the Payor does not intend to make the Required Payment to the Administrative Agent, the Administrative Agent may assume that the Required Payment has been made and may, in reliance upon such assumption (but shall not be required to), make the amount thereof available to the intended recipient(s) recipient on such date and, if such Lender or the Company (as the case may be) Payor has not in fact made the Required Payment to the Administrative Agent, the recipient(s) recipient of such payment shall, on demand, repay pay to the Administrative Agent the amount so made available to it together with interest thereon in respect of each day during the period commencing on the date such amount was so made available by the Administrative Agent until the date the Administrative Agent recovers such amount at a rate per annum equal to the Base Federal Funds Rate for such day, but in no event to exceed the Highest Lawful Rateperiod.

Non-Receipt of Funds by the Administrative Agent. Unless the Administrative Agent shall have been notified by a Lender or the Company Borrower prior to the date on which a payment such notifying party is scheduled to be made make payment to the Administrative Agent of (in the case of a Lender) of the proceeds of a Borrowing Loan or a payment under a Letter of Credit to be made by it hereunder or (in the case of the CompanyBorrower) a payment to the Administrative Agent for account of one or more of the Lenders hereunder (such payment being herein called a the "Required REQUIRED Payment"), which notice shall be effective upon receipt, that it does not intend to make the Required Payment to the Administrative Agent, the Administrative Agent may assume that the Required Payment has been made and may, in reliance upon such assumption (but shall not be required to), make the amount thereof available to the intended recipient(s) on such date and, if such Lender or the Company Borrower (as the case may be) has not in fact made the Required Payment to the Administrative Agent, the recipient(s) of such payment shall, on demand, repay to the Administrative Agent the amount so made available together with interest thereon in respect of each day during the period commencing on the date such amount was so made available by the Administrative Agent until until, but excluding, the date the Administrative Agent recovers such amount at a rate per annum which, for any Lender as recipient, will be equal to the Federal Funds Rate, and for the Borrower as recipient, will be equal to the Base Rate for such day, but in no event to exceed plus the Highest Lawful RateApplicable Margin.

Non-Receipt of Funds by the Administrative Agent. Unless the Administrative Agent shall have been notified by a Lender or the Company (the “Payor”) prior to the date on (or, in the case of Base Rate Loans or Swing Loans, prior to the time by) which a such Lender is to make payment is scheduled to be made to the Administrative Agent of (in the case of a Lender) the proceeds of a Borrowing Loan to be made by it hereunder or (in the case of the Company) any Borrower is to make a payment to the Administrative Agent for the account of one or more of the Lenders hereunder Lenders, as the case may be (such payment being herein called a "the “Required Payment"”), which notice shall be effective upon receipt, that it the Payor does not intend to make the Required Payment to the Administrative Agent, the Administrative Agent may assume that the Required Payment has been made and may, in reliance upon such assumption (but shall not be required to), make the amount thereof available to the intended recipient(s) recipient on such date (or at such time) and, if such Lender or the Company (as the case may be) Payor has not in fact made the Required Payment to the Administrative AgentAgent or the Swing Line Lender, the recipient(s) recipient of such payment shall, on demand, repay pay to the Administrative Agent the amount so made available to it together with interest thereon in respect of each day during the period commencing on the date such amount was so made available by the Administrative Agent until the date the Administrative Agent recovers receives such amount at a rate per annum equal to the Base Federal Funds Rate for such day, but in no event to exceed the Highest Lawful Rateperiod.

Non-Receipt of Funds by the Administrative Agent. Unless the Administrative Agent shall have been notified by a Lender or Borrower (the Company "Payor") prior to the date on which a such Lender is to make payment is scheduled to be made to the Administrative Agent of (in the case of a Lender) the proceeds of a Borrowing an Advance to be made by it hereunder or (in the case of the Company) Borrower is to make a payment to the Administrative Agent for the account of one or more of the Lenders hereunder Lenders, as the case may be (such payment being herein called a the "Required Payment"), which notice shall be effective upon receipt, that it the Payor does not intend to make the Required Payment to the Administrative Agent, the Administrative Agent may assume that the Required Payment has been made and may, in reliance upon such assumption (but shall not be required to), make the amount thereof available to the intended recipient(s) recipient on such date and, if such Lender or the Company (as the case may be) Payor has not in fact made the Required Payment to the Administrative Agent, the recipient(s) recipient of such payment shall, on demand, repay return to the Administrative Agent the amount so made available to it together with interest thereon in respect of each day during the period commencing on the date such amount was so made available by the Administrative Agent until the date the Administrative Agent recovers such amount at a rate per annum equal to the Base Federal Funds Rate for such day, but in no event to exceed the Highest Lawful Rateperiod.

Non-Receipt of Funds by the Administrative Agent. Unless the Administrative Agent shall have been notified by a Lender or the Company (the "Payor") prior to the date on which a such Lender is to make payment is scheduled to be made to the Administrative Agent of (in the case of a Lender) the proceeds of a Borrowing Loan to be made by it hereunder or (in the case of the Company) Company is to make a payment to the Administrative Agent for the account of one or more of the Lenders hereunder Lenders, as the case may be (such payment being herein called a the "Required Payment"), which notice shall be effective upon receipt, that it the Payor does not intend to make the Required Payment to the Administrative Agent, the Administrative Agent may assume that the Required Payment has been made and may, in reliance upon such assumption (but shall not be required to), make the amount thereof available to the intended recipient(s) recipient on such date and, if such Lender or the Company (as the case may be) Payor has not in fact made the Required Payment to the Administrative Agent, the recipient(s) recipient of such payment shall, on demand, repay pay to the Administrative Agent the amount so made available to it together with interest thereon in respect of each day during the period commencing on the date such amount was so made available by the Administrative Agent until the date the Administrative Agent recovers such amount at a rate per annum equal to the Base Federal Funds Effective Rate for such day, but in no event to exceed the Highest Lawful Rateperiod.

Non-Receipt of Funds by the Administrative Agent. Unless the Administrative Agent shall have been notified by a Lender or the Company Borrower (either one as appropriate being the "Payor") prior to the date on which a such Lender is to make payment is scheduled to be made hereunder to the Administrative Agent of (in the case of a Lender) the proceeds of a Borrowing Loan or the Borrower or the Subsidiary Borrower is to be made by it hereunder or (in the case of the Company) a make payment to the Administrative Agent for account of one or more of Agent, as the Lenders hereunder case may be (either such payment being herein called a "Required Payment"), which notice shall be effective upon receipt, that it the Payor does not intend to make the Required Payment to the Administrative Agent, the Administrative Agent may assume that the Required Payment has been made and may, in reliance upon such assumption (but shall not be required to), make the amount thereof available to the intended recipient(s) recipient on such date and, if such Lender or the Company (as the case may be) Payor has not in fact made the Required Payment to the Administrative Agent, the recipient(s) recipient of such payment (and, if such recipient is the Borrower or the Subsidiary Borrower and the Payor Lender fails to pay the amount thereof to the Administrative Agent forthwith upon demand, the Borrower or the Subsidiary Borrower) shall, on demand, repay to the Administrative Agent the amount so made available to it together with interest thereon in respect of each day during for the period commencing on from the date such amount was so made available by the Administrative Agent until the date the Administrative Agent recovers such amount at a rate per annum equal to the Base average daily Federal Funds Rate for such day, but in no event to exceed the Highest Lawful Rateperiod.

Non-Receipt of Funds by the Administrative Agent. Unless the Administrative Agent shall have been notified by a Lender or F.Y.I. (the Company "Payor") prior to the date on which a such Lender is to make payment is scheduled to be made to the Administrative Agent of (in the case of a Lender) the proceeds of a Borrowing Loan to be made by it hereunder or (in the case of the Company) F.Y.I. is to make a payment to the Administrative Agent for the account of one or more of the Lenders hereunder Lenders, as the case may be (such payment being herein called a the "Required Payment"), which notice shall be effective upon receipt, that it the Payor does not intend to make the Required Payment to the Administrative Agent, the Administrative Agent may assume that the Required Payment has been made and may, in reliance upon such assumption (but shall not be required to), make the amount thereof available to the intended recipient(s) recipient on such date and, if such Lender or the Company (as the case may be) Payor has not in fact made the Required Payment to the Administrative Agent, the recipient(s) recipient of such payment shall, on demand, repay pay to the Administrative Agent the amount so made available to it together with interest thereon in respect of each day during the period commencing on the date such amount was so made available by the Administrative Agent until the date the Administrative Agent recovers such amount at a rate per annum equal to the Base Federal Funds Rate for such day, but in no event to exceed the Highest Lawful Rateperiod.

Non-Receipt of Funds by the Administrative Agent. Unless the Company or Bank, as the case may be, notifies the Administrative Agent shall have been notified by a Lender or the Company prior to the date on which a payment it is scheduled to be made make payment to the Administrative Agent of (a) in the case of a Lender) Bank, the proceeds of a Borrowing to be made by it hereunder Loan or (b) in the case of the Company) a payment , principal, interest, fees or any other amount payable by the Company to the Administrative Agent for the account of one or more of the Lenders hereunder (such payment being herein called a "Required Payment"), which notice shall be effective upon receiptBanks, that it does not intend to make the Required Payment to the Administrative Agentsuch payment, the Administrative Agent may assume that the Required Payment such payment has been made and made. The Administrative Agent may, but shall not be obligated to, make the amount of such payment available to the intended recipient in reliance upon such assumption (but shall not be required to), make the amount thereof available to the intended recipient(s) on such date and, if such Lender assumption. If a Bank or the Company (Company, as the case may be) , has not in fact made the Required Payment such payment to the Administrative Agent, the recipient(s) recipient of such payment shall, on demanddemand by the Administrative Agent, repay to the Administrative Agent the amount so made available together with interest thereon in respect of each day during the period commencing on the date such amount was so made available by the Administrative Agent until the date the Administrative Agent recovers such amount at a rate per annum equal to (i) in the case of payment by a Bank, the greater of the Federal Funds Rate and a rate determined by the Administrative Agent in accordance with banking industry rules on interbank compensation; and (ii) in case of a payment by the Company, the interest rate applicable to the relevant obligation (or, if no interest rate is stated to be applicable to such obligation, the rate per annum then applicable to Base Rate for such day, but in no event Loans). A notice of the Administrative Agent to exceed the Highest Lawful RateCompany or any Bank with respect to any amount owing pursuant to this Section 13.11 shall be conclusive absent manifest error.

Non-Receipt of Funds by the Administrative Agent. Unless the Administrative Agent shall have been notified by a Lender or Borrower (the Company "Payor") prior to the date on which a such Lender is to make payment is scheduled to be made to the Administrative Agent of (in the case of a Lender) the proceeds of a Borrowing an Advance to be made by it hereunder or (in the case of the Company) Borrower is to make a payment to the Administrative Agent for the account of one or more of the Lenders hereunder Lenders, as the case may be (such payment being herein called a the "Required Payment"), which notice shall be effective upon receipt, that it the Payor does not intend to make the Required Payment to the Administrative Agent, the Administrative Agent may assume that the Required Payment has been made and may, in reliance upon such assumption (but shall not be required to), make the amount thereof available to the intended recipient(s) recipient on such date and, if such Lender or the Company (as the case may be) Payor has not in fact made the Required d-501795.7 LOAN AGREEMENT 21 Payment to the Administrative Agent, the recipient(s) recipient of such payment shall, on demand, repay return to the Administrative Agent the amount so made available to it together with interest thereon in respect of each day during the period commencing on the date such amount was so made available by the Administrative Agent until the date the Administrative Agent recovers such amount at a rate per annum equal to the Base Federal Funds Rate for such day, but in no event to exceed the Highest Lawful Rateperiod.

Non-Receipt of Funds by the Administrative Agent. Unless the Administrative Agent shall have been notified by a Lender or the Company Borrower (the "PAYOR") prior to the date on which a such Lender is to make payment is scheduled to be made to the Administrative Agent of (in the case of a Lender) the proceeds of a Borrowing to be made by it hereunder or (in the case of the Company) Borrower is to make a payment to the Administrative Agent for the account of one or more of the Lenders hereunder Lenders, as the case may be (such payment being herein called a the "Required PaymentREQUIRED PAYMENT"), which notice shall be effective upon receipt, that it the Payor does not intend to make the Required Payment to the Administrative Agent, the Administrative Agent may assume that the Required Payment has been made and may, in reliance upon such assumption (but shall not be required to), make the amount thereof available to the intended recipient(s) recipient on such date and, if such Lender or the Company (as the case may be) Payor has not in fact made the Required Payment to the Administrative Agent, (a) the recipient(s) recipient of such payment shall, on demand, repay pay to the Administrative Agent the amount so made available to it together with interest thereon in respect of each day during the period commencing on the date such amount was so made available by the Administrative Agent until the date the Administrative Agent recovers such amount at a rate per annum equal to the Base Federal Funds Rate for such dayperiod, but and (b) the Administrative Agent shall be entitled to offset against any and all sums to be paid to such recipient, the amount calculated in no event to exceed accordance with the Highest Lawful Rateforegoing CLAUSE (a).

Non-Receipt of Funds by the Administrative Agent. Unless the Administrative Agent shall have been notified by a Lender or the Company Borrower (the "PAYOR") prior to the date on which a such Lender is to make payment is scheduled to be made to the Administrative Agent of (in the case of a Lender) the proceeds of a Borrowing to be made by it hereunder or (in the case of the Company) Borrower is to make a payment to the Administrative Agent Agent, for its own account or for the account of one or more of the Lenders hereunder Lenders, as the case may be (such payment being herein called a the "Required PaymentREQUIRED PAYMENT"), which notice shall be effective upon receipt, that it the Payor does not intend to make the Required Payment to the Administrative Agent, the Administrative Agent may assume that the Required Payment has been made and may, in reliance upon such assumption (but shall not be required to), make the amount thereof available to the intended recipient(s) recipient on such date and, if such Lender or the Company (as the case may be) Payor has not in fact made the Required Payment to the Administrative Agent, (a) the recipient(s) recipient of such payment shall, on demand, repay pay to the Administrative Agent the amount so made available to it together with interest thereon in respect of each day during the period commencing on the date such amount was so made available by the Administrative Agent until the date the Administrative Agent recovers such amount at a rate per annum equal to the Base Federal Funds Rate for such dayperiod, but and (b) the Administrative Agent shall be entitled to offset against any and all sums to be paid to such recipient, the amount calculated in no event to exceed accordance with the Highest Lawful Rateforegoing CLAUSE (A).

Non-Receipt of Funds by the Administrative Agent. Unless the Administrative Agent shall have been notified by (i) a Lender Bank or (ii) the Company Borrower (the "Payor") prior to the date on which a such Bank is to make payment is scheduled to be made hereunder to the Administrative Agent of (in the case of a Lender) the proceeds of a Borrowing Loan or the Borrower is to be made by it make any payment hereunder or (in the case of the Company) a payment to the Administrative Agent for account of one or more of Agent, as the Lenders hereunder case may be (either such payment being herein called a "Required Payment"), which notice shall be effective upon receipt, that it the Payor does not intend to make the Required Payment to the Administrative Agent, the Administrative Agent may assume that the Required Payment has been made and may, in reliance upon such assumption (but shall not be required to), make the amount thereof available to the intended recipient(s) recipient on such date and, if such Lender or the Company (as the case may be) Payor has not in fact made the Required Payment to the Administrative Agent, the recipient(s) recipient of such payment (and, if such recipient is the Borrower and the Payor Bank fails to pay the amount thereof to the Administrative Agent forthwith upon demand, the Borrower) shall, on demand, repay to the Administrative Agent the amount so made available to it together with interest thereon in respect of each day during for the period commencing on from the date such amount was so made available by the Administrative Agent until the date the Administrative Agent recovers such amount at a rate per annum equal to the Base average daily Federal Funds Rate for such day, but in no event to exceed the Highest Lawful Rateperiod.

Non-Receipt of Funds by the Administrative Agent. Unless the Administrative Agent shall have been notified by a Lender or the Company Parent (the “Payor”) prior to the date on which a such Lender is to make payment is scheduled to be made to the Administrative Agent of (in the case of a Lender) the proceeds of a Borrowing Loan to be made by it hereunder or (in the case of the Company) Parent is to make a payment to the Administrative Agent for the account of one or more of the Lenders hereunder Lenders, as the case may be (such payment being herein called a "the “Required Payment"”), which notice shall be effective upon receipt, that it the Payor does not intend to make the Required Payment to the Administrative Agent, Agent the Administrative Agent may assume that the Required Payment has been made and may, in reliance upon such assumption (but shall not be required to), make the amount thereof available to the intended recipient(s) recipient on such date and, if such Lender or the Company (as the case may be) Payor has not in fact made the Required Payment to the Administrative Agent, Agent the recipient(s) recipient of such payment shall, on demand, repay pay to the Administrative Agent the amount so made available to it together with interest thereon in respect of each day during the period commencing on the date such amount was so made available by the Administrative Agent until the date the Administrative Agent recovers such amount at a rate per annum equal to the Base Federal Funds Effective Rate for such day, but in no event to exceed the Highest Lawful Rateperiod.

Non-Receipt of Funds by the Administrative Agent. Unless the Administrative Agent shall have been notified by a Lender or the Company Borrower prior to the date on which a payment such notifying party is scheduled to be made make payment to the Administrative Agent of (in the case of a Lender) of the proceeds of a Borrowing Loan or a payment under a Letter of Credit to be made by it hereunder or (in the case of the CompanyBorrower) a payment to the Administrative Agent for account of one or more of the Lenders hereunder (such payment being herein called a the "Required PaymentREQUIRED PAYMENT"), which notice shall be effective upon receipt, that it does not intend to make the Required Payment to the Administrative Agent, the Administrative Agent may assume that the Required Payment has been made and may, in reliance upon such assumption (but shall not be required to), make the amount thereof available to the intended recipient(s) on such date and, if such Lender or the Company Borrower (as the case may be) has not in fact made the Required Payment to the Administrative Agent, the recipient(s) of such payment shall, on demand, repay to the Administrative Agent the amount so made available together with interest thereon in respect of each day during the period commencing on the date such amount was so made available by the Administrative Agent until but excluding the date the Administrative Agent recovers such amount at a rate per annum which, for any Lender as recipient, will be equal to the Federal Funds Rate, and for the Borrower as recipient, will be equal to the Base Rate for such day, but in no event to exceed plus the Highest Lawful RateApplicable Margin.

Non-Receipt of Funds by the Administrative Agent. Unless the an Administrative Agent shall have been notified by a Lender Loan Participant or the Company Borrower (the “Payor”) prior to the date on which a the Payor is to make payment is scheduled to be made to the Administrative Agent of (in the case of a LenderLoan Participant) the proceeds of a Borrowing Loan to be made by it hereunder or (in the case of the CompanyBorrower) a payment to the Administrative Agent for account of one or more of the Lenders Loan Participants hereunder (such payment being herein called a "the “Required Payment"”), which notice shall be effective upon receipt, that it the Payor does not intend to make the Required Payment to the Administrative Agent, the Administrative Agent may assume that the Required Payment has been made and may, in reliance upon such assumption (but shall not be required to), make the amount thereof available to the intended recipient(s) on such date and, if such Lender or the Company (as the case may be) Payor has not in fact made the Required Payment to the Administrative Agent, the recipient(s) of such payment shall, on demand, repay to the Administrative Agent the amount so made available together with interest thereon in respect of each day during the period commencing on the date such amount was so made available by the Administrative Agent until the date the Administrative Agent recovers such amount at a rate per annum equal to the Base Federal Funds Rate for such dayday and, but in no event if such recipient(s) shall fail promptly to exceed make such payment, the Highest Lawful RateAdministrative Agent shall be entitled to recover such amount, from the Payor, together with interest as aforesaid.

Non-Receipt of Funds by the Administrative Agent. Unless the Administrative Agent shall have been notified by a Lender Bank or the Company Borrower (the "Payor") prior to the date on which a such Bank is to make payment is scheduled to be made to the Administrative Agent of (in the case of a Lender) the proceeds of an Advance or draw under a Borrowing letters of credit to be made by it hereunder or (in the case of the Company) Borrower is to make a payment to the Administrative Agent for the account of one or more of the Lenders hereunder Banks, as the case may be (such payment being herein called a the "Required Payment"), which notice shall be effective upon receipt, that it the Payor does not intend to make the Required Payment to the Administrative Agent, the Administrative Agent may assume that the Required Payment has been made and may, in reliance upon such assumption (but shall not be required to), make the amount thereof available to the intended recipient(s) recipient on such date and, if such Lender or the Company (as the case may be) Payor has not in fact made the Required Payment to the Administrative Agent, the recipient(s) recipient of such payment shall, on demand, repay pay to the Administrative Agent the amount so made available to it together with interest thereon in respect of each day during the period commencing on the date such amount was so made available by the Administrative Agent until the date the Administrative Agent recovers such amount at a rate per annum equal to, with respect to any Bank, the 30 day Term Federal Funds Rate and with respect to the Base Borrower, at the 30 day Term Federal Funds Rate for plus 3.00% and (b) the Administrative Agent shall be entitled to offset against any and all sums to be paid to such dayrecipient, but the amount calculated in no event to exceed accordance with the Highest Lawful Rateforegoing clause (a).

Non-Receipt of Funds by the Administrative Agent. Unless the Administrative Agent shall have been notified by a Lender or the Company any Credit Party prior to the date on which a payment such Lender or Credit Party is scheduled to be made make payment to the Administrative Agent of (in the case of a Lender) the proceeds of a Borrowing Loan to be made by it hereunder or (in the case of the Companyany Credit Party) a payment to the Administrative Agent for account of one or more of the Lenders hereunder (such payment being herein called a the "Required Payment"), which notice shall be effective upon receipt, that it does not intend to make the Required Payment to the Administrative Agent, the Administrative Agent may assume that the Required Payment has been made and may, in reliance upon such assumption (but shall not be required to), make the amount thereof available to the intended recipient(s) recipient or recipients on such date and, if such Lender or the Company (such Credit Party, as the case may be) , has not in fact made the Required Payment to the Administrative Agent, the recipient(s) recipient of such payment shall, on demand, repay to the Administrative Agent the amount so made available together with interest thereon in respect of each day during the period commencing on the date such amount was so made available by the Administrative Agent until the date the Administrative Agent recovers such amount at a (a) in the case of the Borrower, the interest rate per annum equal applicable at the time to the Base Rate Loans comprising such Borrowing and (b) in the case of such Lender, the Federal Funds Effective Rate. If such Lender shall repay to the Administrative Agent such corresponding amount, such amount shall constitute such Lender's Loan as part of such Borrowing for such day, but in no event to exceed the Highest Lawful Ratepurposes of this Agreement.

Non-Receipt of Funds by the Administrative Agent. Unless the Administrative Agent shall have been notified by a Lender Bank or Borrower (the Company "Payor") prior to the date on which a such Bank is to make payment is scheduled to be made to the Administrative Agent of (in the case of a Lender) the proceeds of a Borrowing an Advance to be made by it hereunder or (in the case of the Company) Borrower is to make a payment to the Administrative Agent for the account of one or more of the Lenders hereunder Banks, as the case may be (such payment being herein called a the "Required Payment"), which notice shall be effective upon receipt, that it the Payor does not intend to make the Required Payment to the Administrative Agent, the Administrative Agent may assume that the Required Payment has been made and may, in reliance upon such assumption (but shall not be required to), make the amount thereof available to the intended recipient(s) recipient on such date and, if such Lender or the Company (as the case may be) Payor has not in fact made the Required Payment to the Administrative Agent, the recipient(s) recipient of such payment shall, on demand, repay return to the Administrative Agent the amount so made available to it together with interest thereon in respect of each day during the period commencing on the date such amount was so made available by the Administrative Agent until the date the Administrative Agent recovers such amount at a rate per annum equal to the Base Federal Funds Rate for such day, but in no event to exceed the Highest Lawful Rateperiod.

Non-Receipt of Funds by the Administrative Agent. Unless the ------------------------------------------------ Administrative Agent shall have been notified by a Lender Bank or the Company (each, a "Payor") prior to the date on which a the Payor is to make payment is scheduled to be made to the ----- Administrative Agent of (in the case of a LenderBank) the proceeds of a Borrowing Loan to be made by it hereunder or (in the case of the Company) a payment to the Administrative Agent for account of one or more of the Lenders Banks hereunder (such payment being herein called a the "Required Payment"), which notice shall be ---------------- effective upon receipt, that it does not intend to make the Required Payment to the Administrative Agent, the Administrative Agent may assume that the Required Payment has been made and may, in reliance upon such assumption (but shall not be required to), make the amount thereof available to the intended recipient(s) on such date date; and, if such Lender or the Company (as the case may be) Payor has not in fact made the Required Payment to the Administrative Agent, the recipient(s) of such payment shall, on demand, repay to the Administrative Agent the amount so made available together with interest thereon in respect of each day Credit Agreement ---------------- - 50 - during the period commencing on the date such amount was so made available by the Administrative Agent until the date the Administrative Agent recovers such amount at a rate per annum equal to the Base Federal Funds Rate for such day, but in no event to exceed the Highest Lawful Rate.

Non-Receipt of Funds by the Administrative Agent. (a) Unless the relevant Borrower or a Lender, as the case may be, notifies the Administrative Agent shall have been notified by a Lender or the Company prior to the date on which a payment it is scheduled to be made make payment to the Administrative Agent (or in the case of any Base Rate Advance by 12:00 p.m. on the Business Day of a Borrowing) of (i) in the case of a Lender) , the proceeds of a Borrowing Loan or any payment by such Lender pursuant to be made by it hereunder Sections 2.1(a)(iv), 2.1(b)(iii) or 2.1(c)(iv), or (ii) in the case of the Company) such Borrower, a payment of principal, interest or fees to the Administrative Agent for the account of one or more of the Lenders hereunder (such payment being herein called a "Required Payment"), which notice shall be effective upon receiptLenders, that it does not intend to make the Required Payment to the Administrative Agentsuch payment, the Administrative Agent may assume that the Required Payment such payment has been made and made. The Administrative Agent may, but shall not be obligated to, make the amount of such payment available to the intended recipient in reliance upon such assumption (but shall not be required to), make the amount thereof available to the intended recipient(s) on such date and, if assumption. If such Lender or the Company (such Borrower, as the case may be) , has not in fact made the Required Payment such payment to the Administrative Agent, the recipient(s) recipient of such payment shall, on demanddemand by the Administrative Agent, repay to the Administrative Agent the amount so made available together with interest thereon in respect of each day during the period commencing on the date such amount was so made available by the Administrative Agent until the date the Administrative Agent recovers such amount at a rate per annum equal to (x) in the Base Rate for such daycase of payment by a Lender, but the Overnight Rate, plus any administrative, processing or similar fees customarily charged by the Administrative Agent in no event connection with the foregoing, (y) in the case of payment by a Borrower, the interest rate applicable to exceed the Highest Lawful Rate.relevant Loan. With respect to Multicurrency Advances, a payment shall be deemed to have been made by the

Non-Receipt of Funds by the Administrative Agent. Unless the Borrower or a Lender, as the case may be, notifies the Administrative Agent shall have been notified by a Lender or the Company prior to the date on which a payment it is scheduled to be made make payment to the Administrative Agent of (i) in the case of a Lender) , the proceeds of a Borrowing to be made by it hereunder Loan or (ii) in the case of the Company) Borrower, a payment of principal, interest or fees to the Administrative Agent for the account of one or more of the Lenders hereunder (such payment being herein called a "Required Payment"), which notice shall be effective upon receiptLenders, that it does not intend to make the Required Payment to the Administrative Agentsuch scheduled payment, the Administrative Agent may assume that the Required Payment such scheduled payment has been made and made. The Administrative Agent may, but shall not be obligated to, make the amount of such scheduled payment available to the intended recipient in reliance upon such assumption (but shall not be required to), make the amount thereof available to the intended recipient(s) on such date and, if assumption. If such Lender or the Company (Borrower, as the case may be) , has not in fact made the Required Payment such scheduled payment to the Administrative Agent, the recipient(s) recipient of such scheduled payment shall, on demanddemand by the Administrative Agent, repay to the Administrative Agent the amount so made available together with interest thereon in respect of each day during the period commencing on the date such amount was so made available by the Administrative Agent until the date the Administrative Agent recovers such amount at a rate per annum equal to (A) in the Base case of scheduled payment by a Lender, (x) if such payment is in Dollars, the Federal Funds Effective Rate for such dayday or (y) if such payment is in an Alternative Currency, but the rate per annum at which one-day deposits in no event the relevant currency are offered by the principal London office of the Administrative Agent in the London interbank market for such day or (B) in the case of scheduled payment by the Borrower, the interest rate applicable to exceed the Highest Lawful Raterelevant Loan.

Non-Receipt of Funds by the Administrative Agent. Unless the Administrative Agent shall have been notified by a Lender or the Company Borrower (the "Payor") prior to the date on which a such Lender is to make payment is scheduled to be made to the Administrative Agent of (in the case of a Lender) the proceeds of a Borrowing to be made by it hereunder or (in the case of the Company) Borrower is to make a payment to the Administrative Agent for the account of one or more of the Lenders hereunder Lenders, as the case may be (such payment being herein called a the "Required Payment"), which notice shall be effective upon receipt, that it the Payor does not intend to make the Required Payment to the Administrative Agent, the Administrative Agent may assume that the Required Payment has been made and may, in reliance upon such assumption (but shall not be required to), make the amount thereof available to the intended recipient(s) recipient on such date and, if such Lender or the Company (as the case may be) Payor has not in fact made the Required Payment to the Administrative Agent, the recipient(s) (a)the recipient of such payment shall, on demand, repay pay to the Administrative Agent the amount so made available to it together with interest thereon in respect of each day during the period commencing on the date such amount was so made available by the Administrative Agent until the date the Administrative Agent recovers such amount at a rate per annum equal to the Base Federal Funds Rate for such dayperiod and (b)Administrative Agent shall be entitled to offset against any and all sums to be paid to such recipient, but the amount calculated in no event to exceed accordance with the Highest Lawful Rateforegoing clause (a).

Non-Receipt of Funds by the Administrative Agent. Unless the Administrative Agent shall have been notified by a Lender or Borrower (the Company "Payor") prior to the date on which a such Lender is to make payment is scheduled to be made to the Administrative Agent of (in the case of a Lender) the proceeds of a Borrowing Loan to be made by it hereunder or (in the case of the Company) Borrower is to make a payment to the Administrative Agent for the account of one or more of the Lenders hereunder Lenders, as the case may be (such payment being herein called a the "Required Payment"), which notice shall be effective upon receipt, that it the Payor does not intend to make the Required Payment to the Administrative Agent, the Administrative Agent may assume that the Required Payment has been made and may, in reliance upon such assumption (but shall not be required to), make the amount thereof available to the intended recipient(s) recipient on such date and, if such Lender or the Company (as the case may be) Payor has not in fact made the Required Payment to the Administrative Agent, the recipient(s) recipient of such payment shall, on demand, repay pay to the Administrative Agent the amount so made available to it together with interest thereon in respect of each day during the period commencing on the date such amount was so made available by the Administrative Agent until the date the Administrative Agent recovers such amount at a the rate per annum equal applicable to such portion of the Base Rate for such day, but in no event applicable Loan. Any payment due from any Lender to exceed Administrative Agent pursuant hereto shall bear interest at the Highest Lawful Federal Funds Rate.

Non-Receipt of Funds by the Administrative Agent. Unless the ------------------------------------------------ Administrative Agent shall have been notified by a Lender or the Company Borrower (the "Payor") prior to the date on which a such Lender is to make payment is scheduled to be made to the Administrative Agent of (in the case of a Lender) the proceeds of a Borrowing Loan to be made by it hereunder or (in the case of the Company) Borrower is to make a payment to the Administrative Agent for the account of one or more of the Lenders hereunder Lenders, as the case may be (such payment being herein called a the "Required Payment"), which notice shall be effective upon receipt, that it the Payor does not intend to make the Required Payment to the Administrative Agent, the Administrative Agent may assume that the Required Payment has been made and may, in reliance upon such assumption (but shall not be required to), make the amount thereof available to the intended recipient(s) recipient on such date and, if such Lender or the Company (as the case may be) Payor has not in fact made the Required Payment to the Administrative Agent, the recipient(s) recipient of such payment shall, on demand, repay pay to the Administrative Agent the amount so made available to it together with interest thereon in respect of each day during the period commencing on the date such amount was so made available by the Administrative Agent until the date the Administrative Agent recovers such amount at a rate per annum equal to the Base Federal Funds Rate for such day, but in no event to exceed the Highest Lawful Rateperiod.

Non-Receipt of Funds by the Administrative Agent. Unless the Administrative Agent shall have been notified by a Lender or the Company Borrower prior to the date on which a payment such notifying party is scheduled to be made make payment to the Administrative Agent of (in the case of a Lender) of the proceeds of a Borrowing Loan or a payment under a Letter of Credit to be made by it hereunder or (in the case of the CompanyBorrower) a payment to the Administrative Agent for the account of one or more of the Lenders hereunder (such payment being herein called a the "Required Payment"), which notice shall be effective upon receipt, that it does not intend to make the Required Payment to the Administrative Agent, the Administrative Agent may assume that the Required Payment has been made and may, in reliance upon such assumption (but shall not be required to), make the amount thereof available to the intended recipient(s) on such date and, if such Lender or the Company Borrower (as the case may be) has not in fact made the Required Payment to the Administrative Agent, the recipient(s) of such payment shall, on demand, repay to the Administrative Agent the amount so made available together with interest thereon in respect of each day during the period commencing on the date such amount was so made available by the Administrative Agent until until, but excluding, the date the Administrative Agent recovers such amount at a rate per annum which, for any Lender as recipient, will be equal to the Federal Funds Rate, and for the Borrower as recipient, will be equal to the Base Rate for such day, but in no event to exceed plus the Highest Lawful RateApplicable Margin.

Non-Receipt of Funds by the Administrative Agent. Unless the Borrowers’ Agent or a Lender, as the case may be, notifies the Administrative Agent shall have been notified by a Lender or the Company Agent, prior to the date on which a payment it is scheduled to be made make payment to the Administrative Agent (or, with respect to Base Rate Advances, prior to the time such Advances are required to be made by a Lender) of (i) in the case of a Lender) , the proceeds of a Borrowing to be made by it hereunder Loan or (ii) in the case of the Company) Borrowers, a payment of principal, interest or fees to the Administrative Agent for the account of one or more of the Lenders hereunder (such payment being herein called a "Required Payment"), which notice shall be effective upon receiptLenders, that it does not intend to make the Required Payment to the Administrative Agentsuch payment, the Administrative Agent may assume that the Required Payment such payment has been made and made. The Administrative Agent may, but shall not be obligated to, make the amount of such payment available to the intended recipient in reliance upon such assumption (but shall not be required to), make the amount thereof available to the intended recipient(s) on such date and, if assumption. If such Lender or the Company (a Borrower, as the case may be) , has not in fact made the Required Payment such payment to the Administrative Agent, the recipient(s) recipient of such payment shall, on demanddemand by the Administrative Agent, repay to the Administrative Agent the amount so made available together with interest thereon in respect of each day during the period commencing on from and including the date such amount was so made available by the Administrative Agent until the date the Administrative Agent recovers such amount at a rate per annum equal to (x) in the Base case of payment by a Lender, the Federal Funds Effective Rate for such dayday for the first three days and, but thereafter, the interest rate applicable to the relevant Loan or (y) in no event the case of payment by the Borrowers, the interest rate applicable to exceed the Highest Lawful Raterelevant Loan.

Non-Receipt of Funds by the Administrative Agent. Unless the ------------------------------------------------ Administrative Agent shall have been notified by a Lender or the Company prior to the date on which a payment is scheduled to be made to the Administrative Agent of any proposed Advance (in the case of a Lender) the proceeds of a Borrowing to be made by it hereunder or (in the case of the Company) a payment to the Administrative Agent for account of one or more of the Lenders hereunder (such payment being herein called a "Required Payment"), which notice shall be effective upon receipt, ) that it such Lender does not intend to make the Required Payment proceeds of such Advance available to the Administrative Agent, the Administrative Agent may assume that such Lender has made such proceeds available to the Required Payment has been made Administrative Agent on such date, and may, the Administrative Agent may in reliance upon such assumption (but shall not be required to), ) make the amount thereof available to the intended recipient(s) Borrower a corresponding amount. If such corresponding amount is not in fact made available to the Administrative Agent by such Lender, the Administrative Agent shall be entitled to recover such amount on demand from such date andLender (or, if such Lender or the Company (as the case may be) has not in fact made the Required Payment fails to the Administrative Agent, the recipient(s) of pay such payment shall, on amount forthwith upon such demand, repay to from the Administrative Agent the amount so made available Borrower) together with interest thereon in respect of each day during the period commencing on the date such amount was so made available by to the Administrative Agent until Borrower and ending on (but excluding) the date the Administrative Agent recovers receives such amount from the Lender, with interest thereon at a rate per annum rate equal to the Base Rate for such day, but in no event to exceed lesser of (i) the Highest Lawful Rate or (ii) the Federal Funds Rate. No Lender shall be liable for any other Lender's failure to fund an Advance hereunder.

Non-Receipt of Funds by the Administrative Agent. Unless the Administrative Agent shall have been notified by a Lender Bank or the Company Borrower (either one as appropriate being the "Payor") prior to the date on which a such Bank is to make payment is scheduled to be made hereunder to the Administrative Agent of (in the case of a Lender) the proceeds of a Borrowing Loan or the Borrower is to be made by it hereunder or (in the case of the Company) a make payment to the Administrative Agent for account of one or more of Agent, as the Lenders hereunder case may be (either such payment being herein called a "Required Payment"), which notice shall be effective upon receipt, that it the Payor does not intend to make the Required Payment to the Administrative Agent, the Administrative Agent may assume that the Required Payment has been made and may, in reliance upon such assumption (but shall not be required to), make the amount thereof available to the intended recipient(s) recipient on such date and, if such Lender or the Company (as the case may be) Payor has not in fact made the Required Payment to the Administrative Agent, the recipient(s) recipient of such payment (and, if such recipient is the Borrower and the Payor Bank fails to pay the amount thereof to the Administrative Agent forthwith upon demand, the Borrower) shall, on demand, repay to the Administrative Agent the amount so made available to it together with interest thereon in respect of each day during for the period commencing on from the date such amount was so made available by the Administrative Agent until the date the Administrative Agent recovers such amount at a rate per annum equal to the Base average daily Federal Funds Rate for such day, but in no event to exceed the Highest Lawful Rateperiod.

Non-Receipt of Funds by the Administrative Agent. Unless the Administrative Agent shall have been notified by a Lender or the Company Borrower prior to the date on 49 which a payment such notifying party is scheduled to be made make payment to the Administrative Agent of (in the case of a Lender) of the proceeds of a Borrowing Loan or a payment under a Letter of Credit to be made by it hereunder or (in the case of the CompanyBorrower) a payment to the Administrative Agent for account of one or more of the Lenders hereunder (such payment being herein called a "the “Required Payment"”), which notice shall be effective upon receipt, that it does not intend to make the Required Payment to the Administrative Agent, the Administrative Agent may assume that the Required Payment has been made and may, in reliance upon such assumption (but shall not be required to), make the amount thereof available to the intended recipient(s) on such date and, if such Lender or the Company Borrower (as the case may be) has not in fact made the Required Payment to the Administrative Agent, the recipient(s) of such payment shall, on demand, repay to the Administrative Agent the amount so made available together with interest thereon in respect of each day during the period commencing on the date such amount was so made available by the Administrative Agent until but excluding the date the Administrative Agent recovers such amount at a rate per annum which, for any Lender as recipient, will be equal to the Federal Funds Rate, and for the Borrower as recipient, will be equal to the Base Rate for such day, but in no event to exceed plus the Highest Lawful RateApplicable Margin.

Non-Receipt of Funds by the Administrative Agent. ncbcrex.htm 14534489\V-10 . Unless the Borrower or a Lender, as the case may be, notifies the Administrative Agent shall have been notified by a Lender or the Company prior to the date on time at which a payment it is scheduled to be made make payment to the Administrative Agent of (i) in the case of a Lender) , the proceeds of a Borrowing to be made by it hereunder Loan or (ii) in the case of the Company) Borrower, a payment of principal, interest or fees to the Administrative Agent for the account of one or more of the Lenders hereunder (such payment being herein called a "Required Payment"), which notice shall be effective upon receiptLenders, that it does not intend to make the Required Payment to the Administrative Agentsuch payment, the Administrative Agent may assume that the Required Payment such payment has been made and made. The Administrative Agent may, but shall not be obligated to, make the amount of such payment available to the intended recipient in reliance upon such assumption (but shall not be required to), make the amount thereof available to the intended recipient(s) on such date and, if assumption. If such Lender or the Company (Borrower, as the case may be) , has not in fact made the Required Payment such payment to the Administrative Agent, the recipient(s) recipient of such payment shall, on demanddemand by the Administrative Agent, repay to the Administrative Agent the amount so made available together with interest thereon in respect of each day during the period commencing on the date such amount was so made available by the Administrative Agent until the date the Administrative Agent recovers such amount at a rate per annum equal to (i) in the Base case of payment by a Lender, the Federal Funds Effective Rate for such dayday plus an administrative fee of $200 or (ii) in the case of payment by the Borrower, but in no event the interest rate applicable to exceed the Highest Lawful Raterelevant Loan plus an administrative fee of $200. If such Lender so repays such amount and interest thereon to the Administrative Agent within one Business Day after such demand, all interest accruing on the Loan not funded by such Lender during such period shall be payable to such Lender when received from the Borrower.

Non-Receipt of Funds by the Administrative Agent. Unless the Administrative Agent shall have been notified by a Lender or the Company Borrower prior to the date on which a payment such notifying party is scheduled to be made make payment to the Administrative Agent of (in the case of a Lender) of the proceeds of a Borrowing Loan or a payment under a Letter of Credit to be made by it hereunder or (in the case of the CompanyBorrower) a payment to the Administrative Agent for account of one or more of the Lenders hereunder (such payment being herein called a the "Required Payment"), which notice shall be effective upon receipt, that it does not intend to make the Required Payment to the Administrative Agent, the Administrative Agent may assume that the Required Payment has been made and may, in reliance upon such assumption (but shall not be required to), make the amount thereof available to the intended recipient(s) on such date date; and, if such Lender or the Company Borrower (as the case may be) has not in fact made the Required Payment to the Administrative Agent, the recipient(s) of such payment shall, on demand, repay to the Administrative Agent the amount so made available together with interest thereon in respect of each day during the period commencing on the date such amount was so made available by the Administrative Agent until but excluding the date the Administrative Agent recovers such amount at a rate per annum which, for any Lender as recipient, will be equal to the Federal Funds Rate, and for the Borrower as recipient, will be equal to the Base Rate for such day, but in no event to exceed plus the Highest Lawful RateApplicable Margin.

Non-Receipt of Funds by the Administrative Agent. Unless the Administrative Agent shall have been notified by a Lender or the Company Borrower (the "PAYOR") prior to the date on which a such Lender is to make payment is scheduled to be made to the Administrative Agent of (in the case of a Lender) the proceeds of a Borrowing Loan to be made by it hereunder or (in the case of the Company) Borrower is to make a payment to the Administrative Agent for the account of one or more of the Lenders hereunder Lenders, as the case may be (such payment being herein called a the "Required PaymentREQUIRED PAYMENT"), which notice shall be effective upon receipt, that it the Payor does not intend to make the Required Payment to the Administrative Agent, the Administrative Agent may assume that the Required Payment has been made and may, in reliance upon such assumption (but shall not be required to), make the amount thereof available to the intended recipient(s) recipient on such date and, if such Lender or the Company (as the case may be) Payor has not in fact made the Required Payment to the Administrative Agent, the recipient(s) recipient of such payment shall, on demand, repay pay to the Administrative Agent the amount so made available to it together with interest thereon in respect of each day during the period commencing on the date such amount was so made available by the Administrative Agent until the date the Administrative Agent recovers such amount at a rate per annum equal to the Base Federal Funds Rate for such day, but in no event to exceed the Highest Lawful Rateperiod.

Non-Receipt of Funds by the Administrative Agent. Unless the Borrower, a Lender or a Swing Loan Lender, as the case may be, notifies the Administrative Agent shall have been notified by prior to the time at which it is scheduled to make payment to the Administrative Agent for payments to be made on a Lender or the Company same-day basis and otherwise prior to the date on which a payment it is scheduled to be made make a payment to the Administrative Agent of (i) in the case of a Lender or a Swing Loan Lender) , the proceeds of a Borrowing to be made by it hereunder Loan or (ii) in the case of the Company) Borrower, a payment of principal, interest or fees to the Administrative Agent for the account of one the Lenders, Swing Loan Lenders or more of the Lenders hereunder (such payment being herein called a "Required Payment"), which notice shall be effective upon receiptLC Issuers, that it does not intend to make the Required Payment to the Administrative Agentsuch payment, the Administrative Agent may assume that the Required Payment such payment has been made and made. The Administrative Agent may, but shall not be obligated to, make the amount of such payment available to the intended recipient in reliance upon such assumption (but shall not be required to)assumption. If such Lender, make the amount thereof available to the intended recipient(s) on such date and, if such Swing Loan Lender or the Company (Borrower, as the case may be) , has not in fact made the Required Payment such payment to the Administrative Agent, the recipient(s) recipient of such payment shall, on demanddemand by the Administrative Agent, repay to the Administrative Agent the amount so made available together with interest thereon in respect of each day during the period commencing on the date such amount was so made available by the Administrative Agent until the date the Administrative Agent recovers such amount at a rate per annum equal to (i) in the Base Rate for such daycase of repayment by a Lender or Swing Loan Lender, but in no event to exceed the Highest Lawful Rate.Federal Funds

Non-Receipt of Funds by the Administrative Agent. Unless the Administrative Agent shall have been notified by received notice from a Lender or the Company Borrower (in such capacity, the “Payor”) prior to the date on which a such Lender is to make payment is scheduled to be made to the Administrative Agent of (in the case of a Lender) the proceeds of a Borrowing Loan to be made by it hereunder or (in the case of the Company) Borrower is to make a payment to the Administrative Agent for the account of one or more of the Lenders hereunder Lenders, as the case may be (such payment being herein called a "the “Required Payment"”), which notice shall be effective upon receipt, that it the Payor does not intend to make the Required Payment to the Administrative Agent, the Administrative Agent may assume that the Required Payment has been made and may, in reliance upon such assumption (but shall not be required to), make the amount thereof available to the intended recipient(s) recipient on such date and, if such Lender or the Company (as the case may be) Payor has not in fact made the Required Payment to the Administrative Agent, the recipient(s) recipient of such payment shall, on demand, repay to the Administrative Agent the amount so made available to it together with interest thereon in respect of each day during the period commencing on the date such amount was so made available by the Administrative Agent until the date the Administrative Agent recovers such amount at a rate per annum equal to (i) when the Base recipient is a Lender, the Federal Funds Rate for such day, but in no event or (ii) when the recipient is the Borrower, the rate of interest applicable to exceed the Highest Lawful Ratesuch Loan.

Non-Receipt of Funds by the Administrative Agent. Unless the Administrative Agent shall have been notified by a Lender or the Company (the "PAYOR") prior to the date on (or, in the case of Base Rate Loans, prior to the time by) which a such Lender is to make payment is scheduled to be made to the Administrative Agent of (in the case of a Lender) the proceeds of a Borrowing Loan to be made by it hereunder or (in the case of the Company) Company is to make a payment to the Administrative Agent for the account of one or more of the Lenders hereunder Lenders, as the case may be (such payment being herein called a the "Required PaymentREQUIRED PAYMENT"), which notice shall be effective upon receipt, that it the Payor does not intend to make the Required Payment to the Administrative Agent, the Administrative Agent may assume that the Required Payment has been made and may, in reliance upon such assumption (but shall not be required to), make the amount thereof available to the intended recipient(s) recipient on such date (or at such time) and, if such Lender or the Company (as the case may be) Payor has not in fact made the Required Payment to the Administrative Agent, the recipient(s) recipient of such payment shall, on demand, repay pay to the Administrative Agent the amount so made available to it together with interest thereon in respect of each day during the period commencing on the date such amount was so made available by the Administrative Agent until the date the Administrative Agent recovers such amount at a rate per annum equal to the Base Rate for such day, but in no event to exceed the Highest Lawful Rate.the

Non-Receipt of Funds by the Administrative Agent. Unless the Administrative Agent shall have been notified by a Lender or the Company Borrower prior to the date on which a payment such notifying party is scheduled to be made make payment to the Administrative Agent of (in the case of a Lender) of the proceeds of a Borrowing Loan or a payment under a Letter of Credit to be made by it hereunder or (in the case of the CompanyBorrower) a payment to the Administrative Agent for account of one or more of the Lenders hereunder (such payment being herein called a "the “Required Payment"”), which notice shall be effective upon receipt, that it does not intend to make the Required Payment to the Administrative Agent, the Administrative Agent may assume that the Required Payment has been made and may, in reliance upon such assumption (but shall not be required to), make the amount thereof available to the intended recipient(s) on such date and, if such Lender or the Company Borrower (as the case may be) has not in fact made the Required Payment to the Administrative Agent, the recipient(s) of such payment shall, on demand, repay to the Administrative Agent the amount so made available together with interest thereon in respect of each day during the period commencing on the date such amount was so made available by the Administrative Agent until but excluding the date the Administrative Agent recovers such amount at a rate per annum which, for any Lender as recipient, will be equal to the Base Rate Federal Funds Rate, and for such daythe Borrower as recipient, but in no event will be equal to exceed the Highest Lawful RateABR plus the Applicable Margin.

Non-Receipt of Funds by the Administrative Agent. Unless the Administrative Agent shall have been notified by a Lender Bank or the Company Borrowers (the "Payor") prior to the date on which a such Bank is to make payment is scheduled to be made to the Administrative Agent of (in the case of a Lender) the proceeds of a Borrowing an Advance to be made by it hereunder or (in the case of the Company) Borrowers are to make a payment to the Administrative Agent for the account of one or more of the Lenders hereunder Banks, as the case may be (such payment being herein called a the "Required Payment"), which notice shall be effective upon receipt, that it the Payor does not intend to make the Required Payment to the Administrative Agent, the Administrative Agent may assume that the Required Payment has been made and may, in reliance upon such assumption (but shall not be required to), make the amount thereof available to the intended recipient(s) recipient on such date and, if such Lender or the Company (as the case may be) Payor has not in fact made the Required Payment to the Administrative Agent, the recipient(s) recipient of such payment shall, on demand, repay pay to the Administrative Agent the amount so made available to it together with interest thereon in respect of each day during the period commencing on the date such amount was so made available by the Administrative Agent until the date the Administrative Agent recovers such amount at a rate per annum equal to (a) in the Base case of the Borrowers, the Applicable Committed Advance Rate or Competitive Bid Rate, as applicable, for such Advance and (b) in the case of such Bank, the Federal Funds Effective Rate for such day, but in no event to exceed the Highest Lawful Rateperiod.

Non-Receipt of Funds by the Administrative Agent. Unless the Administrative Agent shall have been notified by a Lender or Borrower (the Company "PAYOR") prior to the date on which a such Lender is to make payment is scheduled to be made to the Administrative Agent of (in the case of a Lender) the proceeds of a Borrowing an Advance to be made by it hereunder or (in the case of the Company) Borrower is to make a payment to the Administrative Agent for the account of one or more of the Lenders hereunder Lenders, as the case may be (such payment being herein called a the "Required PaymentREQUIRED PAYMENT"), which notice shall be effective upon receipt, that it the Payor does not intend to make the Required Payment to the Administrative Agent, the Administrative Agent may assume that the Required Payment has been made and may, in reliance upon such assumption (but shall not be required to), make the amount thereof available to the intended recipient(s) recipient on such date and, if such Lender or the Company (as the case may be) Payor has not in fact made the Required Payment to the Administrative Agent, the recipient(s) recipient of such payment shall, on demand, repay return to the Administrative Agent the amount so made available to it together with interest thereon in respect of each day during the period commencing on the date such amount was so made available by the Administrative Agent until the date the Administrative Agent recovers such amount at a rate per annum equal to the Base Federal Funds Rate for such day, but in no event to exceed the Highest Lawful Rateperiod.

Non-Receipt of Funds by the Administrative Agent. Unless ------------------------------------------------ the Administrative Agent shall have been notified by a Lender or the Company Borrower (the "Payor") prior to the date on which a such Lender is to make payment is scheduled to be made to the Administrative Agent of (in the case of a Lender) the proceeds of a Borrowing Loan to be made by it hereunder or (in the case of the Company) Borrower is to make a payment to the Administrative Agent for the account of one or more of the Lenders hereunder Lenders, as the case may be (such payment being herein called a the "Required Payment"), which notice shall be effective upon receipt, that it the Payor does not intend to make the Required Payment to the Administrative Agent, the Administrative Agent may assume that the Required Payment has been made and may, in reliance upon such assumption (but shall not be required to), make the amount thereof available to the intended recipient(s) recipient on such date and, if such Lender or the Company (as the case may be) Payor has not in fact made the Required Payment to the Administrative Agent, the recipient(s) recipient of such payment shall, on demand, repay pay to the Administrative Agent the amount so made available to it together with interest thereon in respect of each day during the period commencing on the date such amount was so made available by the Administrative Agent until the date the Administrative Agent recovers such amount at a rate per annum equal to the Base Federal Funds Rate for such day, but in no event to exceed the Highest Lawful Rateperiod.

Non-Receipt of Funds by the Administrative Agent. Unless the Administrative Agent shall have been notified by a Lender or the Company Borrower prior to the date on which a payment such notifying party is scheduled to be made make payment to the Administrative Agent of (in the case of a Lender) of the proceeds of a Borrowing Loan or a payment under a Letter of Credit to be made by it hereunder or (in the case of the CompanyBorrower) a payment to the Administrative Agent for account of one or more of the Lenders hereunder (such payment being herein called a the "Required Payment"), which notice shall be effective upon receipt, that it does not intend to make the Required Payment to the Administrative Agent, the Administrative Agent may assume that the Required Payment has been made and may, in reliance upon such assumption (but shall not be required to), make the amount thereof available to the intended recipient(s) on such date and, if such Lender or the Company Borrower (as the case may be) has not in fact made the Required Payment to the Administrative Agent, the recipient(s) of such payment shall, on demand, repay to the Administrative Agent the amount so made available together with interest thereon in respect of each day during the period commencing on the date such amount was so made available by the Administrative Agent until but excluding the date the Administrative Agent recovers such amount at a rate per annum which, for any Lender as recipient, will be equal to the Federal Funds Rate, and for the Borrower as recipient, will be equal to the Base Rate for such day, but in no event to exceed plus the Highest Lawful RateApplicable Margin.

Non-Receipt of Funds by the Administrative Agent. Unless the ------------------------------------------------ Administrative Agent shall have been notified by a Lender Bank or the Company (the "Payor") prior to the date on which a the Payor is to make payment is scheduled to be made to the Administrative Agent of (in the case of a LenderBank) the proceeds of a Borrowing Loan to be made by it such Bank hereunder or (in the case of the Company) a payment to the Administrative Agent for account of one or more of the Lenders Banks hereunder (such payment being herein called a the "Required Payment"), which notice shall be effective upon receipt, that it the Payor does not intend to make the Required Payment to the Administrative Agent, the Administrative Agent may assume that the Required Payment has been made and may, in reliance upon such assumption (but shall not be required to), make the amount thereof available to the intended recipient(s) on such date date; and, if such Lender or the Company (as the case may be) Payor has not in fact made the Required Payment to the Administrative Agent, the recipient(s) of such payment shall, on demand, repay to the Administrative Agent the amount so made available together with interest thereon in respect of each day during the period commencing on the date such amount was so made available by the Administrative Agent until the date the Administrative Agent recovers such amount at a rate per annum equal to the Base Rate for such day, but in no event to exceed the Highest Lawful Rate.Credit Agreement ----------------

Non-Receipt of Funds by the Administrative Agent. Unless the ------------------------------------------------ Administrative Agent shall have been notified by a Lender or the Company prior to the date on which a payment is scheduled to be made to the Administrative Agent of any proposed Advance (in the case of a Lender) the proceeds of a Borrowing to be made by it hereunder or (in the case of the Company) a payment to the Administrative Agent for account of one or more of the Lenders hereunder (such payment being herein called a "Required Payment"), which notice shall be effective upon receipt, ) that it such Lender does not intend to make the Required Payment proceeds of such Advance available to the Administrative Agent, the Administrative Agent may assume that such Lender has made such proceeds available to the Required Payment has been made Administrative Agent on such date, and may, the Administrative Agent may in reliance upon such assumption (but shall not be required to), ) make the amount thereof available to the intended recipient(s) Borrower a corresponding amount. If such corresponding amount is not in fact made available to the Administrative Agent by such Lender, the Administrative Agent shall be entitled to recover such amount on demand from such date andLender (or, if such Lender or the Company (as the case may be) has not in fact made the Required Payment fails to the Administrative Agent, the recipient(s) of pay such payment shall, on amount forthwith upon such demand, repay to from the Administrative Agent the amount so made available Borrower) together with interest thereon in respect of each day during the period commencing on the date such amount was so made available by to the Administrative Agent until Borrower and ending on (but excluding) the date the Administrative Agent recovers receives such amount from (a) the Lender, at a rate per annum rate equal to the Base Rate for such day, but in no event to exceed lesser of (i) the Highest Lawful Rate or (ii) the Federal Funds Rate, or (b) the Borrower, at the per annum rate applicable at the time to such Advance. No Lender shall be liable for any other Lender's failure to fund an Advance hereunder.

Non-Receipt of Funds by the Administrative Agent. Unless the Administrative Agent shall have been notified by a Lender Bank or the Company borrower (the "PAYOR") prior to the date on which a such Bank is to make payment is scheduled to be made to the Administrative Agent of (in the case of a Lender) the proceeds of a Borrowing to be made by it hereunder or (in the case of the Company) Borrower is to make a payment to the Administrative Agent for the account of one or more of the Lenders hereunder Banks, as the case may be (such payment being herein called a the "Required PaymentREQUIRED PAYMENT"), which notice shall be effective upon receipt, that it the Payor does not intend to make the Required Payment to the Administrative Agent, the Administrative Agent may assume that the Required Payment has been made and may, in reliance upon such assumption (but shall not be required to), make the amount thereof available to the intended recipient(s) recipient on such date and, if such Lender or the Company (as the case may be) Payor has not in fact made the Required Payment to the Administrative Agent, (a) the recipient(s) recipient of such payment shall, on demand, repay pay to the Administrative Agent the amount so made available to it together with interest thereon in respect of each day during the period commencing on the date such amount was so made available by the Administrative Agent until the date the Administrative Agent recovers such amount at a rate per annum equal to the Base Federal Funds Effective Rate for such dayperiod and (b) the Administrative Agent shall be entitled to offset against any and all sums to be paid to such recipient, but the amount calculated in no event to exceed accordance with the Highest Lawful Rateforegoing clause (a).

Non-Receipt of Funds by the Administrative Agent. Unless the Administrative Agent shall have been notified by a Lender Bank or a Borrower (either one as appropriate being the Company "Payor") prior to the date on which a such Bank is to make payment is scheduled to be made hereunder to the Administrative Agent of (in the case of a Lender) the proceeds of a Borrowing Loan or such Borrower is to be made by it hereunder or (in the case of the Company) a make payment to the Administrative Agent for account of one or more of Agent, as the Lenders hereunder case may be (either such payment being herein called a "Required Payment"), which notice shall be effective upon receipt, that it the Payor does not intend to make the Required Payment to the Administrative Agent, the Administrative Agent may assume that the Required Payment has been made and may, in reliance upon such assumption (but shall not be required to), make the amount thereof available to the intended recipient(s) recipient on such date and, if such Lender or the Company (as the case may be) Payor has not in fact made the Required Payment to the Administrative Agent, the recipient(s) recipient of such payment (and, if such recipient is a Borrower and the Payor Bank fails to pay the amount thereof to the Administrative Agent forthwith upon demand, such Borrower) shall, on demand, repay to the Administrative Agent the amount so made available to it together with interest thereon in respect of each day during for the period commencing on from the date such amount was so made available by the Administrative Agent until the date the Administrative Agent recovers such amount at a rate per annum equal to the Base average daily Federal Funds Rate for such day, but in no event to exceed the Highest Lawful Rate.period. 72 67